Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

activities of the Lead Independent Director were identified as facilitating the balance desired by the Board, in line with best governance practices. Further information on Board assessments is presented in Section 2.2.3. observation that the Company enjoys balanced and efficient governance was reiterated during recent assessments of the Board’s activities and, in particular, during the external assessment of the Board performed in 2016. The role and Cap Gemini’s constant drive to improve governance for a number of years has also been recognized externally, with Cap Gemini Paris EUROPLACE International Financial Forum. receiving the Governance Prize at the 2016 Annual General Meeting Grand Prix ceremony held on July 5, 2016 during the

in Section 2.3. Board meeting focusing on the Group’s strategy, which includes key Group managers in the discussions of the Board of Directors. A more detailed description of General Management is presented The directors meet regularly with members of the Group Management Board, particularly during Committee meetings (Audit & Risk, Ethics & Governance, Compensation and Strategy & Investment), periodic business reviews and the annual residential

2

governance, tailored to Capgemini’s specific

requirements

the Company’s current method of governance to be the most adapted to the specific requirements of Capgemini, while allowing the Board to carry out its duties as well as possible. This Therefore, based on these different factors, the Board considers

2.1.2

of the Board of Directors

A RENEWED BOARD OF DIRECTORS, TAILORED TO THE CHALLENGES FACING CAPGEMINI

THE BOARD OF DIRECTORS IN 2016 (1)

INDEPENDENT DIRECTORS (2)

PERCENTAGE OF MALE/FEMALE DIRECTORS (3)

AVERAGE AGE

AVERAGE TERM OF OFFICE

DIVERSITY (4)

EMPLOYEE REPRESENTATION 2 DIRECTORS representing employees 1 DIRECTOR representing employee shareholders

62 years old

FOREIGN NATIONALITY 27 %

6 years

67 %

46 % FEMALE

MALE 54 %

(1) As at December 31, 2016. (2) The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the AFEP-MEDEF Code. (3) The two directors representing employees are not taken into account in calculating this percentage, in accordance with Article L.225-27 of the French Commercial Code. (4) Foreign or dual nationality directors conducting their main activity outside France.

Independent Director is invaluable. also ensures that the Board retains a range of experience and nationalities and respects male/female parity. To this end, the work of the Ethics & Governance Committee, chaired by the Lead and viewpoints. The Board has also included a representative of employee shareholders since 2012 and two employee representatives since September 2016, further contributing to the range of experience provisions on employee representation on the Board of Directors. members, increasing the number of independent and female directors, opening up the Board to employees and reducing the average age of directors, while limiting the increase in the number of directors to the implementation of the Rebsamen Law The change in the composition of the Board of Directors in recent years has enabled the replacement of a large number of its The current composition of the Board together with the profile of each director is summarized in the following table. A detailed individual presentation of each director and the experience and expertise they bring to the Board is presented in Section 2.1.3 of this Registration Document.

employee directors, in accordance with the Company’s bylaws. three members representing employees. The vast majority of directors are independent, with an almost identical number of male and female directors. Directors are appointed for a period of four years either by Shareholders’ Meeting, or in the case of The Cap Gemini Board of Directors has 15 members, including Further information on the provisions of the bylaws governing the Board of Directors is presented in Section 7.1.17. and experience Composition of the Board – a range of profiles Since the regrouping of the duties of Chairman of the Board of Directors and Chief Executive Officer in 2012, the composition of the Cap Gemini Board of Directors has changed significantly over time, with the replacement of more than half its members. The Board of Directors regularly assesses its composition and the various areas of expertise and experience contributed by each of its members and identifies the direction to be taken to ensure the best possible balance with regards to international development and the human diversity of the Group’s employees, changes in its shareholding base and the various challenges facing Capgemini. It

41

Registration Document 2016 — Capgemini